Common use of Other Restrictions on Exercise Clause in Contracts

Other Restrictions on Exercise. Notwithstanding any other provision of this Agreement or the Plan, the Options may not be exercised in whole or in part, (A) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, (B) unless the purchase of the Ordinary Shares by exercise of the Options shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or such Ordinary Shares shall have been registered under such laws, (C) at any time that exercise of the Option would violate the Company’s xxxxxxx xxxxxxx policy and unless, if applicable, the Employee has obtained pre-trading clearance for the exercise and (D) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (A) of the preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.